Exhibit 10.82
October 16,2003
Tannenbaum Xxxxxxx Syracuse & Hirschtritt
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxxxx
Re: Escrow Agreement, as amended (the "Escrow Agreement"), by and among
Xxxxxxx Xxxxxxxxx, AJG Financial Services, through its Vice-President, General
Counsel as agent (the "Major Shareholder Agent") for the Major Shareholders,
Finova Mezzanine Capital Corp., AJG Financial Services, Inc., Environmental
Opportunities Fund (by itself and as successor to Environmental Opportunities
Fund Cayman), Xxxxxxxx Xxxx M&R Associates, Xxxxxx X. Xxxxxxxx, Xxxxxxx X.
Xxxxxxxxx and Xxxxxxx X. Xxxxxxx (each a "Major Shareholder"), U.S. Energy
Systems, Inc., a Delaware corporation ("USE") and USE Acquisition Corp., a
Delaware corporation (the "Sub" and together with USE, the USE Parties"),
Cinergy Energy Solutions, Inc., a Delaware corporation ("CES") and together with
the USE Parties, the "Beneficiaries") and Xxxxxxxxxx Helpern Syracuse and
Hirschtritt LLP (the "Escrow Agent").
Gentlemen:
Pursuant to the Escrow Agreement, the Escrow Agent is holding the Working
Capital Escrow Fund and the Indemnification Escrow Fund. All capitalized terms
used herein and not defined herein, shall have the meaning set forth in the
Escrow Agreement.
It is our understanding that the Release Date has occurred and that all
disputed amounts have been settled. Thus, there is no Disputed Amount.
Accordingly, pursuant to Escrow Agreement, the Major Shareholder Agent hereby
gives notice to the Escrow Agent and the Beneficiaries that the Escrow Agent
should disburse all the amounts in the Working Capital Escrow Fund and the
Indemnification Escrow Fund as follows:
1. Disburse $1,100,000 from the Working Capital Escrow Fund to US
Energy Biogas Corp.
2. Transfer to USE from the Working Capital Escrow Fund 41,463 shares
of Parent Common Stock and 2,667 shares of Parent Series C Preferred
Stock.
3. Transfer to USE from the Indemnification Escrow Fund 18,350 shares
of Parent Common Stock.
4. Disburse and/or transfer to the Major Shareholder Agent for the
benefit of the Shareholders all of the remaining assets in the
Working Capital Escrow. The Major Shareholder Agent will disburse
the assets to the Shareholders.
5. Disburse and/or transfer to the Major Shareholder Agent for the
benefit of the Major Shareholders all of the remaining assets in the
Indemnification Escrow Fund. The Major Shareholder Agent will
disburse the assets to the Major Shareholders.
For any cash mounts to be transferred to US Energy Biogas Corp., please
wire the funds to the following account:
Fleet National Bank
000 Xxxx Xxxxxx
Xxxxxxxx XX 00000
Bank Account Name: US Energy Biogas Corporation
Account # 6545-8499
ABA # 0119-00571
For any Securities to be delivered to USE, please arrange for such
securities to be delivered to:
US Energy Systems, Inc.
Attention: Xxxxx X. Xxxxxxx
One North Lexington Avenue
Fourth Floor
White Plains, NY 10601
For any cash amounts to be transferred to the Major Shareholder Agent,
please wire the funds to the following account:
Xxxxxx Trust and Savings Bank
Chicago, IL
ABA Number 000000000
Account Name: AJG Financial Services, Inc
Account Number: 000-000-0
For any securities to be delivered to the Major Shareholder Agent, please
arrange for such securities to be delivered to:
AJG Financial Services, Inc.
The Xxxxxxxxx Xxxxxx
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxxx,
Asst General Counsel
After receipt of the funds and securities, the Major Shareholder Agent shall
distribute the funds and cause the securities to be delivered to the
Shareholders and the Major Shareholders.
AJG FINANCIAL SERVICES, INC., as
Major Shareholder Agent
By: ________________________________
Xxxx X. Xxxxxxxxx, Vice President
And General Counsel
CINERGY ENERGY SOLUTIONS, INC.
By: ________________________________
Title: _____________________________
U.S. ENERGY SYSTEMS, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx, CEO
US ENERGY BIOGAS CORP
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx, Chairman
For any securities to be delivered to the Major Shareholder Agent, please
arrange for such securities to be delivered to:
AJG Financial Services, Inc.
The Xxxxxxxxx Xxxxxx
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxxx,
Asst General Counsel
After receipt of the funds and securities, the Major Shareholder Agent shall
distribute the funds and cause the securities to be delivered to the
Shareholders and the Major Shareholders.
AJG FINANCIAL SERVICES, INC., as
Major Shareholder Agent
By: ________________________________
Xxxx X. Xxxxxxxxx, Vice President
And General Counsel
CINERGY ENERGY SOLUTIONS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: President
U.S. ENERGY SYSTEMS, INC.
By: ________________________________
Xxxxx Xxxxxxx, CEO
US ENERGY BIOGAS CORP
By: ________________________________
Xxxxx Xxxxxxx, Chairman
